Partnership Share Agreement Generator for United States

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Key Requirements PROMPT example:

Partnership Share Agreement

"I need a Partnership Share Agreement for a technology startup with three founding partners, where one partner is contributing intellectual property instead of capital, and we need special provisions for future investor participation and vesting schedules starting March 2025."

Document background
The Partnership Share Agreement serves as a foundational document for businesses operating as partnerships in the United States. This agreement is essential when two or more parties wish to formalize their business relationship and clearly define their ownership interests, rights, and obligations within the partnership structure. It becomes particularly crucial when partners are making unequal contributions, require specific voting rights, or need to establish clear procedures for future ownership transfers. The document must comply with both federal regulations, including the Uniform Partnership Act and relevant securities laws, as well as state-specific partnership requirements. A well-drafted Partnership Share Agreement helps prevent future disputes by clearly documenting each partner's equity stake, profit-sharing arrangements, management rights, and transfer restrictions, while also addressing tax implications and regulatory compliance requirements.
Suggested Sections

1. Parties: Identification of all partners and their contact details

2. Background: Context of the partnership formation and purpose

3. Definitions: Key terms used throughout the agreement

4. Partnership Interests: Details of each partner's ownership percentage and capital contributions

5. Management and Voting Rights: Structure for partnership decision-making and voting powers

6. Profit and Loss Allocation: Method for distributing profits and losses among partners

7. Capital Accounts: Maintenance and handling of partner capital accounts

8. Transfer Restrictions: Limitations on transferring partnership interests

9. Partner Admission and Withdrawal: Process for adding new partners and handling partner exits

10. Books and Records: Requirements for maintaining partnership financial records

11. Representations and Warranties: Partners' assertions about their capacity and authority

12. Confidentiality: Protection of partnership's confidential information

13. Term and Termination: Duration of the agreement and conditions for termination

14. General Provisions: Standard legal clauses including notices, amendments, governing law

Optional Sections

1. Tag-Along Rights: Used when partners want the right to join in sale of shares by other partners

2. Drag-Along Rights: Used when majority partners want the right to force minority partners to join in a sale

3. Pre-emptive Rights: Used when existing partners should have first right to purchase new partnership interests

4. Non-Competition: Used when partners should be restricted from competing with the partnership

5. Intellectual Property Rights: Used when the partnership owns or develops significant IP

6. International Operations: Used when partnership operates across multiple jurisdictions

7. Partnership Committee: Used for larger partnerships requiring a formal management committee

8. Special Purpose Vehicles: Used when partnership includes subsidiary entities

Suggested Schedules

1. Schedule A - Partner Information: Detailed list of partners with their respective contributions and ownership percentages

2. Schedule B - Initial Capital Contributions: Itemized list of each partner's initial capital contributions, including valuations of non-cash contributions

3. Schedule C - Profit Sharing Ratios: Detailed breakdown of how profits and losses are allocated

4. Schedule D - Valuation Methodology: Agreed method for valuing partnership interests for various purposes

5. Schedule E - Management Structure: Detailed organizational structure and management procedures

6. Appendix 1 - Partnership Certificate: Form of certificate representing partnership interests

7. Appendix 2 - Transfer Notice: Standard form for notifying partners of intended transfers

8. Appendix 3 - Adherence Agreement: Form for new partners to join the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Professional Services

Real Estate

Investment Management

Technology

Healthcare

Manufacturing

Retail

Construction

Consulting

Agriculture

Entertainment

Hospitality

Legal Services

Financial Services

Relevant Teams

Legal

Finance

Corporate Governance

Compliance

Tax

Executive Leadership

Business Development

Partnership Management

Investment

Corporate Affairs

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Counsel

Corporate Attorney

Business Development Manager

Partnership Manager

Compliance Officer

Tax Director

Investment Manager

Business Owner

Entrepreneur

Corporate Secretary

Managing Director

Finance Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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